Evidence of meeting #84 for Industry, Science and Technology in the 44th Parliament, 1st Session. (The original version is on Parliament’s site, as are the minutes.) The winning word was amendment.

A recording is available from Parliament.

On the agenda

MPs speaking

Also speaking

Mark Schaan  Senior Assistant Deputy Minister, Strategy and Innovation Policy Sector, Department of Industry

4:30 p.m.

Liberal

Iqwinder Gaheer Liberal Mississauga—Malton, ON

Thank you, Chair.

I just want to clarify the reference here so that we're all on the same page. Is the reference number 12542468?

4:30 p.m.

Liberal

The Chair Liberal Joël Lightbound

Exactly, yes.

4:30 p.m.

Liberal

Iqwinder Gaheer Liberal Mississauga—Malton, ON

That's perfect.

This has been circulated. From what I can tell, this is basically to ensure that, when a company is selling a photocopier, let's say, they're not subject to these sorts of reviews. For the review part, it includes the acquisition of essentially all the assets used in carrying out the entity's operations. It's just to clarify that.

I'd like to ask the officials to comment as well.

4:35 p.m.

Senior Assistant Deputy Minister, Strategy and Innovation Policy Sector, Department of Industry

Mark Schaan

As I noted earlier, I think we have the capacity, once the act contains words related to assets, to ensure that the guidance reflects the intent, which is to look at the sale of assets that are actually meaningful, notwithstanding contentions that state-owned enterprises do come from a number of countries and in a number of formats and I think often may actually potentially have other asset sales that may not meet the threshold of meaningful.

4:35 p.m.

Liberal

The Chair Liberal Joël Lightbound

Thank you, Mr. Gaheer.

Mr. Perkins, go ahead.

4:35 p.m.

Conservative

Rick Perkins Conservative South Shore—St. Margarets, NS

Given my earlier amendment and this one, I just want to clarify. I suspect state-owned enterprises aren't coming to Canada to buy photocopiers—I don't think we manufacture any—but that would be a different type of thing. That would be a normal procurement thing.

What is the definition when you say “substantially all of the assets”? What we're saying in the previous one that we just passed is “assets”. In this case, does that mean everything except a shell company, a holding company? If I were a Canadian mining company with a number of mining assets, for example, and I sold one mine to a Chinese state-owned enterprise, that's not substantially all the assets of that mining company. Would it then not be reviewable based on this amendment?

4:35 p.m.

Senior Assistant Deputy Minister, Strategy and Innovation Policy Sector, Department of Industry

Mark Schaan

Our contention would be that the modifiers on assets allow for the implication that the investment would be reviewable and would allow for the review of transactions that involve meaningful parts of the business, and that it would actually include the types of asset sales you just described. That said, to suggest “any asset” would potentially stretch that concept into the territory of overpopulating the subset of concern.

4:35 p.m.

Conservative

Rick Perkins Conservative South Shore—St. Margarets, NS

Could I propose an amendment to this amendment that would remove the words “substantially all of the assets” and replace them with the wording that Mr. Schaan just gave, which is “meaningful assets”?

4:35 p.m.

Liberal

The Chair Liberal Joël Lightbound

Can you repeat the exact wording, Mr. Perkins?

4:35 p.m.

Conservative

Rick Perkins Conservative South Shore—St. Margarets, NS

Yes. It's to remove the words “substantially all of the assets” and replace them with “meaningful assets”.

I'm not a lawyer so I don't know if “meaningful” is a proper legal term, but you, Mr. Schaan, just talked about meaningful assets, which to me is very different from the idea of “substantially all of the assets”.

4:35 p.m.

Liberal

The Chair Liberal Joël Lightbound

Mr. Perkins, I know you asked the officials a question. I'll let them collect their thoughts on this. What you're proposing is “under paragraph (1)(c) includes the acquisition of all—

4:35 p.m.

Conservative

Rick Perkins Conservative South Shore—St. Margarets, NS

It's “of meaningful assets” instead of “of all or substantially all of the assets”.

4:35 p.m.

Liberal

The Chair Liberal Joël Lightbound

It's “of meaningful assets used in carrying on the entity's operations.”

4:35 p.m.

Conservative

Rick Perkins Conservative South Shore—St. Margarets, NS

That's correct.

4:35 p.m.

Liberal

The Chair Liberal Joël Lightbound

I'm not sure that “meaningful assets” has a legal definition attached to it, but that's the subamendment proposed by Mr. Perkins—

4:35 p.m.

Conservative

Rick Perkins Conservative South Shore—St. Margarets, NS

I'm open to a better word to express “meaningful”. I don't think “substantially all” gets to the concept that Mr. Schaan was talking about. Saying “substantially all” means that if I have 10 mines and I sell one, that's not “substantially all” of my assets. It's 10% of my assets.

4:35 p.m.

Liberal

The Chair Liberal Joël Lightbound

You asked the officials for their thoughts on your proposed subamendment.

4:35 p.m.

Conservative

Rick Perkins Conservative South Shore—St. Margarets, NS

Yes, whether “meaningful” is—

4:35 p.m.

Liberal

The Chair Liberal Joël Lightbound

We'll wait to hear from them and see if you want to move that subamendment.

I will go to Mr. Schaan if he wants to intervene.

4:35 p.m.

Senior Assistant Deputy Minister, Strategy and Innovation Policy Sector, Department of Industry

Mark Schaan

I think, Mr. Chair, that our “For greater certainty” would look at an investment to acquire, “in whole or in part”, the assets of an entity referred to in the paragraph. I think that “part” allows us to get at proper guidance, as opposed to the possibility of “meaningful”.

4:40 p.m.

Conservative

Rick Perkins Conservative South Shore—St. Margarets, NS

Instead of “substantially all of the assets”, it would be “in whole or in part”. That would be more proper legal wording than what I was saying.

4:40 p.m.

Senior Assistant Deputy Minister, Strategy and Innovation Policy Sector, Department of Industry

4:40 p.m.

Liberal

The Chair Liberal Joël Lightbound

Mr. Perkins, what, then, would be your subamendment?

4:40 p.m.

Conservative

Rick Perkins Conservative South Shore—St. Margarets, NS

Based on what the officials said, referring to the amendment, it would be “the acquisition of, in whole or in part, all the assets” referred to in that paragraph.

4:40 p.m.

Liberal

The Chair Liberal Joël Lightbound

I think Mr. Gaheer has language that he wants to propose.